Committees and Other Policies

On February 11, 2008, Alupar’s Board of Directors created the Governance, Succession and Compensation Committee and the Finance, Audit and Contracting of Related Parties Committee to help conduct the Company‘s business and activities. The committees are governed by a set of internal regulations and are composed of three members, one of whom is the coordinator. All members are elected by a majority vote of the Board of Directors for a one-year mandate, re-election being permitted. They may also be removed from office at any time by a majority vote of the Board of Directors. The terms of office of the coordinators and members of the Governance, Succession and Compensation Committee and the Finance, Audit and Contracting of Related Parties Committee will end on the date of the Shareholders’ Meeting that examines the Company’s financial statements.

Committees and Other Policies

Committees and Other Policies

Governance, Succession and Compensation Committee

This committee is responsible for: (i) governance matters, helping implement good governance practices and recommending any necessary changes in current practices adopted by the company; (ii) succession matters, monitoring and evaluating the succession plan for members of the Board of Executive Officers and other employees who occupy key positions in the Company and its subsidiaries; and (iii) compensation matters, revising and recommending human resources management policies to the Board of Directors (monitoring the main indicators).

Finance, Audit and Contracting of Related Parties Committee

This committee is responsible for: (i) financial matters, assisting the Board of Directors with the Company’s financial, investment and financing policies, as well as monitoring and analyzing their implementation and effectiveness; (ii) audit matters, issuing an opinion on the Management Report and accounts and the financial statements for the fiscal year to be submitted to the Annual Shareholders’ Meeting, evaluating the scope of the work to be undertaken by the independent auditors hired by the Company or its subsidiaries, as well as reviewing and validating their report; and (iii) matters related to the contracting of related parties, giving an opinion on the execution of any and all contracts between the Company and its subsidiaries/associated companies, Management, Controlling Shareholders and other companies belonging to the same group as any of the above, involving, in a single agreement or successive agreements, with or without the same purpose, in the same year, amounts equal to or more than R$300,000.00.